Early Termination and Severance. In the event of a Change of Control (as defined below) at any time during the Term, either the Company or Employee shall be entitled to terminate this Agreement by providing such notice of termination to the Company or Employee, as the case may be. Such notice is to be provided no more than 60 days after the Change of Control. Employee or Employer may not terminate his employment prior to 60 days after the Change of Control. In the event of a termination pursuant to this Section 3.2, Employee shall be entitled to Severance Payment. For purposes of this Section 3.2, the term “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (1) any “person” (as such term is used in Sections 13 (d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule, 13d-3 under the Exchange Act), directly or indirectly, of securities of Company representing 50% for more of the combined voting power of Company’s then outstanding securities; (2) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors and any new director, whose election by the Board of Directors or nomination for election by Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (3) a material part of the business of Company for which Employee’s services are principally performed is disposed of or loss of control by the Company pursuant to a partial or complete liquidation or bankruptcy of Company, a sale of assets (including stock of a subsidiary) of Company, or otherwise. Upon termination under this Section 3.2, Employee shall continue to be bound by the restrictions set forth in Section 6.
Early Termination and Severance. (a) Executive shall not be entitled to severance compensation under this provision if Executive quits his employment voluntarily.
Early Termination and Severance. (a) BY CORPORATION. Corporation, acting through its Board of Directors, may terminate this Agreement ONLY for "cause" upon thirty (30) days' prior written notice to Employee. For purposes of this Agreement, such termination shall be deemed for "cause" only if it is by reason of Employee's commission of willful and material acts of neglect, dishonesty, fraud or other acts involving moral turpitude which materially and adversely affect the business or affairs of Corporation. If such termination is for "cause", then all of the rights, duties and obligations of the parties under this Agreement shall cease upon the effective date of termination. If such termination is for any reason other than for "cause," then all of the rights, duties and obligations of the parties under this Agreement shall cease upon the effective date of termination, except that Corporation shall pay to Employee a sum equal to the total base salary for the remaining term of this Agreement under Section 2.
Early Termination and Severance
